Joint Technology. The Parties agree that, in order to effectuate the provisions of Section 4.4.2, subject to any exclusive licenses granted hereunder, (a) the non-use provisions of this Article 9 shall not apply to each Party’s use of Joint Technology, and (b) each Party may disclose the Joint Technology to Third Parties who are under terms of confidentiality no less strict than those contained in this Agreement.
Joint Technology. The Parties acknowledge and agree that the Parties will each own an equal, undivided interest in Joint Technology. Each Party will have the right to Exploit the Joint Technology without a duty of seeking consent of or accounting to the other Party; provided, that neither Party will have the right to disclose (except as provided in Section 7) or license (except as may be permitted under Section 3) any Joint Technology without the prior written consent of the other Party.
Joint Technology. Each Party hereby grants the other Party a world-wide, non-exclusive, perpetual, royalty-free, fully paid up, freely sublicenseable right and license under its interest in the Joint Technology to exploit compounds that are not guanylate cyclase C agonists anywhere in the world, without compensating or accounting to the other Party.
Joint Technology. The term “Joint Technology” shall mean any Technology made or developed jointly by at least one employee or consultant of Sponsor (it being understood that, for purposes of this paragraph, no TSRI employee shall be considered a consultant of Sponsor) and at least one employee of TSRI, as determined under principles of inventorship under US patent law.
Joint Technology. The parties hereby agree that in the event that the disclosed Technology is Joint Technology and Sponsor neither exercises its Option to such Joint Technology nor has a license to such Joint Technology under the Exclusive License Agreement (i.e., if the Exclusive License Agreement has terminated), both Parties shall (i) have no further obligations to each other with respect to such Joint Technology and any resulting Patent Rights; and (ii) be free to independently license or otherwise dispose of their rights to such Joint Technology and any resulting Patent Rights on a worldwide basis without accounting to the other Party.
Joint Technology. Subject to the terms and conditions of this Agreement (including Sections 2.2 and 2.3), each Party hereby grants the other Party a worldwide, irrevocable, non-exclusive, perpetual, royalty-free, fully paid up, freely sublicensable right and license to exploit the Joint Technology in any manner without compensating or accounting to the other Party.
Joint Technology. The Parties shall own jointly any and all Information, including Data, discovered, generated, created or made jointly by two or more individual inventors with at least one individual inventor being an employee or consultant to each of the Parties and/or its respective Affiliates and/or their respective approved subcontractors in the course of performing or exercising the Parties’ rights under this Agreement, together with all Patents and other intellectual property rights in any such jointly made Information, but excluding the Aptose Program Technology (collectively, the “Joint Technology”). Each Party may exercise its ownership rights in and to such Joint Technology, including the right to license or otherwise to exploit, transfer or encumber its ownership interest, without an accounting or obligation to, or consent required from, the other Party, but subject to the obligations under this Agreement and any licenses granted under or in accordance with this Agreement.
Joint Technology. All right, title and interest in and to the Joint Technology shall, as between the Parties, be jointly owned by Merck and Metabasis. Each Party hereby assigns to the other a joint ownership interest in and to its interest in the Joint Technology. The Parties agree that each Party shall have the right to research, develop, commercialize and/or otherwise exploit Joint Technology for any purpose without the consent of the other Party.
Joint Technology. If, during the Collaboration Period, one or more employees or consultants of Aurora,
Joint Technology. Each Party will and hereby does assign to the other Party a joint interest in and to all Joint Technology, and the other Party hereby accepts such assignment. Each Party will take (and cause its Affiliates and Sublicensees, and their respective employees, agents and contractors to take) such further actions reasonably requested by the other Party to evidence such assignment and to assist the Parties in obtaining jointly-owned Patent and other Intellectual Property rights protection for Inventions within the Joint Technology, including executing further assignments, consents, releases and other commercially reasonable documentation and providing good faith testimony by affidavit, declaration, in-person or other proper means in support of any effort by the Parties to establish, perfect, defend or enforce their rights in any Joint Technology through prosecution of governmental filings, regulatory proceedings, litigation and other means, including through the filing, prosecution, maintenance and enforcement of the Joint Technology. Each Party will cause its Affiliates, Sublicensees and Third Party contractors (including all Subcontractors) to assign all Joint Technology to such Party so that each Party can comply with its obligations under this Section 9.2.4 (Joint Technology). Without limitation, each Party will cooperate with the other Party if the Parties agree to apply for U.S. or foreign patent protection for such Joint Technology and will obtain the cooperation of the individual inventors of any such Joint Technology. If either Party is unable to assign a joint interest in any Joint Technology, then such Party hereby grants and agrees to grant to the other Party a royalty-free, fully paid-up non-exclusive (subject to the terms of this Agreement, including the licenses granted pursuant to ARTICLE 7 (License Grants)), perpetual, irrevocable license (with the right to grant sublicenses through multiple tiers) under such Joint Technology for any and all purposes.
